EX-10.1






HERBALIFE LTD.




INDEPENDENT DIRECTORS DEFERRED COMPENSATION AND STOCK UNIT PLAN




Amendment No. 1




Pursuant to Section 9 of the Herbalife Ltd. Independent Directors Deferred Compensation and
Stock Unit Plan (the “Plan”), the Plan is hereby amended as follows, effective as of March
16, 2006:



1. Section 6(a) of the Plan is hereby deleted in its entirety and replace with the following:




“(a) Contributions to Deferral Accounts.




(i) Subject to Sections 6(a)(ii) and 6(a)(iii) of this Independent Directors Plan, an
Independent Director may elect to defer and have credited to his or her Deferral Account for
any calendar year up to one hundred percent (100%) of his or her Director’s Compensation (as
defined below). In addition, pursuant to Section 5(e)(i) of this Independent Directors
Plan, on each Grant Date the Stock Units awarded to an Independent Director pursuant to
Section 5 of this Independent Directors Plan shall be automatically credited to the
applicable Independent Director’s Deferral Account. For purposes of this Independent
Directors Plan, the term “Director’s Compensation” means the amounts payable in cash
to an Independent Director for a calendar year for the Independent Director’s service on the
Board for such calendar year including, without limitation, annual retainer and meeting
fees.




(ii) Independent Directors shall make their elections to defer all or a portion of
their Director’s Compensation for a calendar year by December 1, but no later than December
31, immediately prior to the beginning of the calendar year in which the Director’s
Compensation is to be earned, or not later than thirty (30) calendar days following
notification of eligibility to participate for a partial calendar year (with respect to
Director’s Compensation not yet earned). Any election pursuant to Section 6(a)(i) of this
Independent Directors Plan shall be made by the Independent Director by completing and
delivering to the Company an election form provided by the Company (a “Deferral Election
Form”) for such calendar year no later than the last day of the next preceding calendar
year, except with respect to a person who first becomes eligible to participate in this
Independent Directors Plan during a calendar year, which Independent Director may make such
elections within 30 days after first becoming eligible to participate in this Independent
Directors Plan, and which elections shall apply only to amounts of Director’s Compensation
paid for services to be performed after the date of such election.




(iii) All deferral elections shall be irrevocable for the calendar year in which they
are in effect. Once made, an Independent Director’s deferral election shall remain in
effect for all subsequent calendar years for which the Independent Director is an
Independent Director unless and until the Independent Director increases, decreases, or
terminates such election by submitting a new Deferral Election Form to the Company.
Deferral election changes must be submitted to the Company no later than the last day of the
calendar year next preceding the calendar year for which the change is to be effective.”



2. Section 6(b)(i) of the Plan is hereby deleted in its entirety and replace with the
following:




“(i) Distribution Elections. Other with respect to Stock Units awarded on the
Effective Date, no later than the December 31 of each calendar year, each Independent
Director who is then eligible to receive an award of Stock Units pursuant to Section 5 of
this Independent Directors Plan shall be required to complete and submit to the Committee an
election on a form provided by the Company (a “Distribution Election Form”) as to
the timing and form of distributions from his or her Deferral Account with respect to
amounts attributable to (i) the Stock Units awarded on the next following Grant Date and
(ii) any Director’s Compensation deferred pursuant to Section 6(a) of this Independent
Directors Plan with respect to the next following calendar year. If no valid distribution
election is made with respect to an award of Stock Units, the portion of the Participant’s
Deferral Account that is attributable to such award shall be distributed, subject to
Section 5(e)(iii) of this Independent Directors Plan, in the form of a lump sum payment on
the third anniversary of the Grant Date of such award. If no valid distribution election is
made with respect to Director’s Compensation deferred pursuant to Section 6(a) of this
Independent Directors Plan, the portion of the Participant’s Deferral Account that is
attributable to such amounts shall be distributed in the form of a lump sum payment on the
third anniversary of the Grant Date of such award. ”



3. Section 6(b)(ii)(3) of the Plan is hereby deleted in its entirety and replace with the
following:




“(3) Separate Annual Elections. Any desired In-Service Distribution must be
separately elected for each Stock Unit award and for any Director’s Compensation deferred in
any one calendar year. Thus, to elect a scheduled In-Service Distribution with respect to a
specific year’s Stock Units and Director’s Compensation, a new Distribution Election Form
must be submitted during the applicable election period. Once the applicable election
period has passed, an In-Service Distribution may not be elected for that the portion of the
Participant’s Deferral Account attributable to Stock Units awarded and Director’s
Compensation earned in that year.”



4. Section 6(c)(i) of the Plan is hereby deleted in its entirety and replace with the
following:




“(i) Participants’ Accounts. The Company shall establish and maintain an
individual bookkeeping Deferral Account for each Participant. Each Deferral Account shall
be credited with Stock Units in accordance with Section 6(a) of this Independent Directors
Plan, generally within five (5) business days of the third anniversary of the applicable
Grant Date, and as provided in Section 6(c)(ii). Each Deferral Account shall be credited
with the value of any Director’s Compensation deferred in accordance with Section 6(a) of
this Independent Directors Plan, generally within five (5) business days of the date on
which such amounts would have otherwise been paid to the applicable Independent Director,
and as provided in Section 6(c)(ii). Each Participant shall be fully vested in his or her
Deferral Account at all times.”



Except as modified by this Amendment No. 1, the Plan shall remain unchanged and shall remain
in full force and effect.



IN WITNESS WHEREOF, this Amendment No. 1 is approved and duly executed as of the day and year first
written above by the undersigned authorized individual.




/s/ Gregory L. Probert

Gregory L. Probert

President & Chief Operating Officer